TVS Defends Client in Shareholder Rights Action

TVS represents a local company, Hi Ho Silver Resources Inc (Hi Ho). Hi Ho has a disgruntled Director and shareholder, Hal Neff. Mr. Neff unilaterally called an AGM of the Company for May 31, 2017 and did a mail out to the Company’s shareholders announcing the Meeting.

Hi Ho objected, saying that the AGM was not properly-called, nor had the Board of Directors of the Company authorized the meeting. Mr. Neff persisted. On May 19, 2017, on behalf of Hi Ho, TVS filed a Petition in British Columbia Supreme Court seeking the Court’s assistance under the Business Corporations Act to halt the AGM.

On May 29, 2017, Mr. Justice Skolrood heard the parties’ arguments in Chambers in a Hearing that lasted the day. Skolrood, J. agreed with TVS’ position. His Lordship Ordered that the May 31 AGM was not properly-called and Mr Neff did not have the authority to do so. He Ordered that the Company should have its AGM no later than July 27, 2017.

The fight continued. Mr Neff then filed an Application declaring that the record date for the rescheduled AGM should be April 26, 2017 (the original date for the original AGM he unilaterally called) and also that Hi Ho should be prevented from issuing any further shares.

On behalf of Hi Ho, TVS filed its own counter-Application, arguing that the date for the AGM as Ordered by Skolrood, J., (no later than July 27 2017) had to be varied due to problems transferring files from the Company’s former transfer agent to Computershare.

On June, 30, 2017 Madam Justice Fitzpatrick heard the competing Applications and the arguments of the parties. In oral reasons from the Bench, she dismissed all of Mr Neff’s Applications, and accepted TVS’ argument that Skolrood J.’s Order had to be varied and the date for the AGM had to be moved to September 3, 2017.

The Court also ordered that Mr. Neff should pay Hi Ho’s costs for the Application forthwith. This is rare.

Andrew Crawford, Associate Counsel with TVS, made the oral submissions for Hi Ho, with Carey Veinotte as lead counsel.